Project Summary/Abstract Intrusive thoughts are unpleasant but familiar visitors to the mind. They are a common occurrence for older adults, but little is known about how the experience and consequences of intrusive thoughts change with age. Studying intrusive thoughts in older adults is important because unwanted mental activity is so ubiquitous, and because intrusive thoughts are central to emotion dysregulation, producing anxiety, depression and health problems that are tied to morbidity and mortality. We propose to study age differences in response to intrusive thoughts among healthy and anxious older adults to determine both the protective factors that can help us understand preservation of emotional, physical and mental health, and the risk factors that can help us learn how to intervene with those older adults who are struggling with emotional difficulties. In this proposal, we lay out a model to understand age-related differences in the recurrence of intrusive thoughts and ensuing distress. We will conduct a series of studies with older and younger adults using a thought suppression paradigm where participants will attempt to suppress their intrusive thoughts. This paradigm reliably elicits intrusive thoughts, which will allow us to evaluate age differences in the recurrence and attempts made to control these thoughts, meanings assigned to the thoughts, and the degree to which the thoughts provoke distress. Next, a series of manipulations are planned to examine the mechanisms underlying age differences in intrusive thoughts, such as manipulating the meaning assigned to thoughts and altering available working memory capacity. We will examine both age-related protective and risk factors for managing intrusive thoughts to determine when they contribute to emotion dysregulation versus when they contribute to successful aging. Finally, we will test the translational potential of the model, including brief intervention studies with anxious older adults to determine whether training these adults to assign less threatening meanings to their intrusive thoughts can reduce their distress. We will also evaluate the impact of intrusive thoughts and consequent distress on daily functioning in older adults, examining critical domains such as decision making. Ultimately, by examining the link between intrusive thoughts and distress, we can improve understanding of the interplay between emotion and cognition and their interaction with aging.